What’s Inside
- Most advisors are working for the seller, not the buyer
- What a buy-side M&A advisor actually does
- How Transacta’s model works differently to support your growth
- Why exclusivity in deal selection matters more than most buyers realise
- How Transacta Capital Helps Buyers Get This Right
If you run an IT services company and you’re thinking about acquiring another business, one of the first things you’ll do is look for an advisor. Someone who knows your industry & M&A who can help you find the right company and guide you through the deal.
It should be straightforward. In practice, most buyers get this wrong at the very first step.
90% of sellers in the M&A world don’t actually work for you. They work for the person selling the company.
That single distinction, who the advisor represents, shapes every part of the deal you end up doing.
90% of Advisors Are Working for the Seller
The M&A advisory industry is overwhelmingly sell-side. The majority of firms you’ll encounter are business brokers or investment bankers hired to:
- Represent the seller’s interests
- Run a competitive auction with as many buyers as possible
- Push the sale price as high as it will go
- Collect a commission when the deal closes
This is a legitimate business model. But as the buyer, you need to understand what this model means for you:
- The advisor’s loyalty sits with the seller, not with you
- The targets you see are companies the broker was hired to sell, not companies selected to fit your strategy
- Their process is built to create urgency and competition, which works against careful evaluation
- Nobody involved is asking whether this deal is the right one for your platform
Buyer after buyer realises this only after they’re already committed to a deal that looked strong on paper but didn’t move their business forward.
We see this consistently. The deal economics look reasonable, the team looks capable, but six months in, the acquirer realises the company was never the right fit for their platform. The process selected for price, not for purpose.
What a Buy-Side M&A Advisor Actually Does
A buy-side M&A advisor works exclusively for the buyer. The entire model is built around the acquirer’s goals, not the seller’s exit.
In practice, that means:
- Starting with your growth plan, not a deal list. Before looking at any target, a buy-side advisor helps you define the specific capability, market, or talent gap that an acquisition should fill. That becomes your acquisition thesis, and every target is measured against it.
- Finding companies that match your gaps. Instead of presenting whatever happens to be on the market, a buy-side advisor actively searches for companies that fit your thesis. This includes businesses that aren’t formally for sale yet.
- Evaluating fit, not just price. A broker asks “what’s this company worth?” A buy-side advisor asks “will this company make the buyer’s platform stronger?” That means assessing cultural alignment, talent retention risk, client overlap, and operational compatibility alongside the financials.
- Planning integration before closing. This is where the two models diverge most. A buy-side advisor works through the integration questions early: who stays, how clients hear about the deal, where the two teams overlap. These answers inform whether to proceed, not just how to proceed.
How Transacta’s Approach Is Different
At Transacta Capital, the buy-side approach isn’t a label. It’s how every engagement is structured.
We get asked to explain this distinction often enough that we put it in a table:
| Other M&A Advisors | Transacta Capital (Buy-Side) |
| Works for the seller | Works for the buyer. |
| Shows what’s available for sale | Finds what the buyer actually needs |
| Generalist across industries | IT services and ITES only |
| Runs competitive auctions | Sources deals off-market through relationships |
| Engagement ends at closing | Integration planning starts before closing |
| Paid on deal close (seller’s success fee) | Aligned with buyer’s long-term outcome |
There’s also something general brokers can’t offer: a deep understanding of how IT services businesses actually run.
Utilisation rates, bench costs, delivery leverage, the balance between project and managed services revenue, client concentration risk. These factors determine how an ITES company should be valued, acquired, and integrated. A generalist broker doesn’t evaluate any of this.
We have reviewed deals where a buyer paid a 6x multiple for a company whose revenue sat 70% in a single client account. That risk should have killed the deal in week one, ideally. It didn’t, because the advisor had no framework for evaluating IT services concentration risk.
At Transacta, this kind of sector-native evaluation is the foundation of every deal we work on.
Why Exclusivity in Deal Selection Matters
There is one question very few IT services buyers think to ask: am I seeing this deal exclusively, or am I one of twenty buyers in a competitive process?
With a sell-side broker, the answer is almost always the latter. But that creates several problems:
- Multiple buyers bidding against each other inflate the value
- Due diligence timelines shrink because the seller wants speed
- The best-fit buyer doesn’t always win. The highest bidder does.
- The seller’s team, which is a large part of what you’re paying for, has no commitment to the process
A buy-side advisor changes this dynamic. Transacta Capital sources deals off-market through long-term relationships with IT services founders and operators. Our clients often see opportunities before they reach the open market. That leads to:
- No auction pressure. The conversation is one-to-one.
- Valuations based on real fit, not competitive bidding
- Time to properly evaluate culture, capability, and integration readiness
- A seller who is choosing a partner, not just accepting the highest offer
In IT services, the people are the product. The best founders, the ones running profitable and well-positioned firms, don’t want to go through an auction. They want a serious conversation with a buyer who understands their business and their team.
Off-market sourcing makes that possible.
How Transacta Capital Helps Buyers Get This Right
Each of these problems has a specific counterpart in how we structure our engagements.
Without that thesis, everything becomes reactive:
- You need a strategy before the search. Before presenting a single target, we help buyers define what kind of acquisition would strengthen their platform most.
- You want to access off-market deals. We source targets through founder to founder relationships built across IT services in India, the U.S., LATAM, and Southeast Asia, outside of brokered processes entirely.
- You are concerned about integration. We work through the integration plan before the deal closes. Which clients/employees stay, how clients are informed, where the teams complement each other.
- You need an advisor who understands IT services. This is all we do. We’re not a generalist firm. We know utilisation, bench costs, delivery models, and what drives real value in ITES.
Transacta Capital represents IT services buyers. That is the entire mandate. We do not take sell-side engagements, and we do not generalise across industries.
One Question Worth Asking
A business broker and a buy-side M&A advisor may both introduce themselves as “M&A advisors.” But they serve different clients, have different incentives, and hence, create different outcomes.
If you’re an IT services CEO or operator considering acquisitions, the most essential question isn’t which company to buy.
It is: Who did this advisor get hired by, what are they optimising for, and does their definition of a successful deal match mine?
